Aly Energy Services, Inc. (OTCMKTS:ALYE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On January 28, 2019, we entered into an Agreement and Plan of Merger (“Merger Agreement”) with Permian Pelican, Inc. (“Pelican”), our controlling stockholder, to which Pelican will merge with and into the Company. Pelican has been the owner of all of our outstanding shares of convertible preferred stock, which represent upon conversion approximately 75.4% of our outstanding equity securities. By virtue of the merger, each of the 7,429 issued and outstanding shares of common stock of Pelican held by its shareholders will convert into 387.858 shares of our common stock. We will not issue fractional shares of common stock in the merger and instead will round up any fractional shares otherwise issuable to the nearest number of whole shares of our common stock. Each issued and outstanding share of our convertible preferred stock (all of which are held by Pelican) are to be canceled in connection with the Merger. The merger will not result in any change to our certificate of incorporation, bylaws, board of directors or officers.
The mergerbecame effective on January 28, 2019upon our filing of the issuance by the Secretary of State for the State of Delaware of a Certificate of Merger in accordance with the Delaware General Corporation Laws (“DGCL”).
Item 3.02 Unregistered Sales of Equity Securities.
to the Merger Agreement, we will issuean aggregate of2,881,411 new shares of our common stock forall of the shares of Pelican common stock outstanding as of the merger. All of the new shares will be issued in transactions exempt from registration under the Securities Act of 1933 to Section 4(2) thereof.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Pelican, as the record owner of more than 50.1% of our shares of voting equity securities, approved the Merger Agreement by written consent in accordance with the applicable provisions of the DGCL.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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2.1 |
Agreement and Plan of Merger |
Aly Energy Services, Inc. Exhibit
EX-2.1 2 alye_ex21.htm AGREEMENT AND PLAN OF MERGER alye_ex21.htmEXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER This Agreement and Plan of Merger (this “Agreement”),…
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About Aly Energy Services, Inc. (OTCMKTS:ALYE)
Aly Energy Services, Inc. provides oilfield services, including surface equipment rental, solids control services and directional drilling services, to exploration and production companies. The Company provides a range of oilfield services to owners and operators of oil and gas wells. The Company offers services under various categories, including surface rental equipment, solids control systems, and directional drilling and measurement-while-drilling (MWD) services. The Company’s equipment and services are primarily designed for and used in land-based horizontal drilling. Its equipment includes centrifuges and auxiliary solids control equipment, mud circulating tanks (MCTs) and auxiliary surface rental equipment, portable mud mixing plants, containment systems, and MWD kits. The Company services the Permian Basin (in Texas and New Mexico), Eagle Ford Shale, Utica Shale, Marcellus Shale, Woodford Shale, Granite Wash, Mississippian Lime and Tuscaloosa Marine Shale.
